Information Memorandum. In the case of the Parent only: (a) to the best of its knowledge and belief having made all reasonable and proper enquiries, all statements of fact relating to the assets, financial condition and operations of the Group contained in the Information Memorandum and the Agreed Business Plan are true, complete and accurate in all material respects as at their respective dates; (b) the opinions and views expressed in the Information Memorandum and the Agreed Business Plan represent the honestly held opinions and views of the Parent and were arrived at after careful consideration and were based on reasonable grounds as at their respective dates; (c) all projections and forecasts contained in the Information Memorandum and the Agreed Business Plan are based upon assumptions (including, without limitation, assumptions as to the future performance of the business, inflation, price increases and efficiency gains) which the Parent has carefully considered and considers to be fair and reasonable as at their respective dates; and (d) the Information Memorandum and the Agreed Business Plan did not omit to disclose or take into account any matter known to the Parent after due and careful enquiry where failure to disclose or take into account such matter would result in the Information Memorandum and the Agreed Business Plan being misleading in any material respect as at the date thereof.
Appears in 5 contracts
Sources: Senior Facilities Agreement (Buhrmann Nv), Senior Facilities Agreement (Corporate Express N.V.), Senior Facilities Agreement (Buhrmann Nv)